U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934

For the quarter ended: November 30, 2000
Commission file no.: 0-26475

                            ORANGE PRODUCTIONS, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

           Florida                                                 65-0790763
------------------------------------                        -------------------
(State or other jurisdiction of                             (I.R.S.Employer
incorporation or organization)                               Identification No.)

222 Lakeview Avenue, Suite 113                                        33401
---------------------------------------                       -----------------
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number: (404) 321-1192

Securities to be registered under Section 12(b) of the Act:

     Title of each class                               Name of each exchange
                                                        on which registered

           None                                                 None
-----------------------------------               -----------------------------

Securities to be registered under Section 12(g) of the Act:

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:

                                      Donald F. Mintmire
                                      Mintmire & Associates
                                      265 Sunrise Avenue, Suite 204
                                      Palm Beach, FL 33480
                                      Tel: (561) 832-5696 - Fax: (561) 659-5371



<PAGE>



           Indicate by Check  whether the issuer (1) filed all reports  required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                       Yes     X          No
                              ---             ---

           As of November 30, 1999,  there were 2,054,000 shares of voting stock
of the registrant issued and outstanding.




<PAGE>



                                     PART I

Item 1. Financial Statements






INDEX TO FINANCIAL STATEMENTS



Balance Sheets............................................................F-2

Statements of Operations..................................................F-3

Statements of Stockholders' Equity........................................F-4

Statements of Cash Flows..................................................F-5

Notes to Financial Statements.............................................F-6


























<PAGE>



<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets




                                                                            November                February 29,
                                                                              30,                       2000
                                                                              2000
                                                                     ----------------------    -----------------------
                                                                          (unaudited)
<S>                                                                  <C>                       <C>
                                         ASSETS
CURRENT ASSETS
   Cash                                                              $                5,650    $                12,288
                                                                     ----------------------    -----------------------

     Total current assets                                                             5,650                     12,288
                                                                     ----------------------    -----------------------

Total Assets                                                         $                5,650    $                12,288
                                                                     ======================    =======================

                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accrued expenses                                                  $                    0    $                     0
   Accrued expenses - related party                                                   4,160                      4,160
                                                                     ----------------------    -----------------------

     Total current liabilities                                                        4,160                      4,160
                                                                     ----------------------    -----------------------

Total Liabilities                                                                     4,160                      4,160
                                                                     ----------------------    -----------------------

STOCKHOLDERS' EQUITY
   Preferred stock, $0.0001 par value, authorized 10,000,000
shares:                                                                                   0                          0
      none issued
   Common stock, $0.0001 par value, authorized 50,000,000
shares:                                                                                 206                        206
      2,054,000 issued and outstanding
   Additional paid-in capital                                                        20,134                     20,134
   Deficit accumulated during the development stage                                 (18,850)                   (12,212)
                                                                     ----------------------    -----------------------

     Total Stockholders' Equity                                                       1,490                      8,128
                                                                     ----------------------    -----------------------

Total Liabilities and Stockholders' Equity                           $                5,650    $                12,288
                                                                     ======================    =======================
</TABLE>







                 The accompanying notes are an integral part of
                           the financial statements.

                                       F-2

<PAGE>





<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations
                                   (Unaudited)


                                                                                                             Period from
                                                Three Months Ended                Nine Months Ended          May 20, 1998
                                                   November 30,                     November 30,              (Inception)
                                           ---------------------------     ----------------------------         through
                                             2000           1999             2000           1999           November 30, 2000
                                           -------------  ------------     ------------  --------------   -------------------
<S>                                        <C>            <C>              <C>           <C>              <C>
Revenues                                   $           0  $          0     $          0  $            0   $                 0
                                           -------------  ------------     ------------  --------------   -------------------

Expenses
    General and administrative                        80            75              388             459                 1,109
    Consulting fees - related party                    0             0                0               0                 1,165
    Professional fees                              1,000         1,653            6,250           2,918                13,667
    Professional fees - related party                  0             0                0               0                 3,160
                                           -------------  ------------     ------------  --------------   -------------------

            Total expenses                         1,080         1,728            6,638           3,377                19,101
                                           -------------  ------------     ------------  --------------   -------------------

Loss from operations                              (1,080)       (1,728)          (6,638)         (3,377)              (19,101)
                                           -------------  ------------     ------------  --------------   -------------------

Other income (expense)
    Interest income                                    0             0                0              67                   251
                                           -------------  ------------     ------------  --------------   -------------------

Net loss                                   $      (1,080) $     (1,728)    $     (6,638) $       (3,310)  $           (18,850)
                                           =============  ============     ============  ==============   ===================

Net loss per weighted average share, basic $       (0.01) $      (0.01)    $      (0.01) $        (0.01)
                                           =============  ============     ============  ==============

Weighted average number of shares              2,054,000     2,054,000        2,054,000       2,054,000
                                           =============  ============     ============  ==============
</TABLE>










                 The accompanying notes are an integral part of
                           the financial statements.


                                       F-3


<PAGE>


<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                           Statements of Stockholders'
                         Equity Period from May 20, 1998
                      (Inception) through November 30, 2000



                                                                                                       Deficit
                                                                                                     Accumulated
                                                                                       Additional    During the         Total
                                            Number of      Preferred       Common       Paid-in      Development     Stockholders'
                                              Shares         Stock         Stock        Capital         Stage          Equity
                                            ------------ -------------- ------------ -------------- -------------- ---------------
<S>                                         <C>          <C>            <C>          <C>            <C>            <C>
BEGINNING BALANCE, May 20, 1998                        0 $            0 $          0 $            0 $            0 $             0

Year Ended February 28, 1999:
----------------------------
     May 1998 - services ($0.0001/sh)          1,650,500              0          165              0              0             165
     May 1998 - cash ($0.05/sh)                    4,000              0            1            199              0             200
     June 1998  - cash ($0.05/sh)                 56,000              0            6          2,794              0           2,800
     September 1998 - cash ($0.05/sh)            343,500              0           34         17,141              0          17,175

Net loss                                               0              0            0              0         (8,663)         (8,663)
                                            ------------ -------------- ------------ -------------- -------------- ---------------

BALANCE, February 28, 1999                     2,054,000              0          206         20,134         (8,663)         11,677

Year Ended February 29, 2000:
----------------------------

Net loss                                               0              0            0              0         (3,549)         (3,549)
                                            ------------ -------------- ------------ -------------- -------------- ---------------

BALANCE, February 29, 2000                     2,054,000              0          206         20,134        (12,212)          8,128

Nine Months Ended November 30, 2000:
-----------------------------------
(unaudited)

Net loss                                               0              0            0              0         (6,638)         (6,638)
                                            ------------ -------------- ------------ -------------- -------------- ---------------

ENDING BALANCE, November 30, 2000
(unaudited)                                    2,054,000 $            0 $        206 $       20,134 $      (18,850)$         1,490
                                            ============ ============== ============ ============== ============== ===============
</TABLE>








                   The accompanying notes are an integral part
                          of the financial statements.



                                       F-4

<PAGE>


<TABLE>
<CAPTION>
                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                         Nine Months Ended November 30,
                                   (Unaudited)



                                                                                                            Period from
                                                                                                           May 20, 1998
                                                                                                            (Inception)
                                                                                                              through
                                                                    2000                 1999            November 30, 2000
                                                             -------------------   ----------------- -------------------------
<S>                                                          <C>                   <C>               <C>

CASH FLOWS FROM DEVELOPMENT ACTIVITIES:

Net loss                                                     $            (6,638)  $          (3,309)$                 (18,850)
Adjustments to reconcile net loss to net cash used by
development activities
       Stock issued in lieu of cash - related party                            0                   0                       165
Changes in assets and liabilities
       (Increase) decrease  in accrued interest receivable                     0                 184                         0
       Increase (decrease) in accrued expenses                                 0              (4,500)                        0
       Increase in accrued expenses - related party                            0                   0                     4,160
                                                             -------------------   ----------------- -------------------------
Net cash used by development activities                                   (6,638)             (7,625)                  (14,525)
                                                             -------------------   ----------------- -------------------------

CASH FLOW FROM INVESTING ACTIVITIES:
       Increase in issuance of loan receivable                                 0                   0                   (10,000)
       Repayment of loan receivable                                            0              10,000                    10,000
                                                             -------------------   ----------------- -------------------------
Net cash used by investing activities                                          0              10,000                         0
                                                             -------------------   ----------------- -------------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                    0                   0                    20,175
                                                             -------------------   ----------------- -------------------------

Net cash provided by financing activities                                      0                   0                    20,175
                                                             -------------------   ----------------- -------------------------

Net increase (decrease) in cash                                           (6,638)              2,375                     5,650

CASH, beginning of period                                                 12,288               9,993                         0
                                                             -------------------   ----------------- -------------------------

CASH, end of period                                          $             5,650   $          12,368 $                   5,650
                                                             ===================   ================= =========================
</TABLE>








                 The accompanying notes are an integral part of
                           the financial statements.




                                       F-5

<PAGE>



                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
               (Information with respect to the nine months ended
                    November 30, 2000 and 1999 is unaudited)


(1) Summary of Significant Accounting Principles
      The Company   Orange Productions, Inc. is a Florida chartered  development
      stage corporation which  conducts  business from  its headquarters in Palm
      Beach, Florida.  The Company was incorporated on May 20, 1998.

           The  Company  has not yet  engaged in its  expected  operations.  The
           Company's  future  operations will be to provide graphic art services
           to  various  consumer  groups.  Current  activities  include  raising
           additional  equity and  negotiating  with potential key personnel and
           facilities.  There is no assurance  that any benefit will result from
           such activities.  The Company will not receive any operating revenues
           until the commencement of operations,  but will nevertheless continue
           to incur expenses until then.

           The  financial  statements  have been  prepared  in  conformity  with
           generally accepted accounting principles.  In preparing the financial
           statements,  management is required to make estimates and assumptions
           that affect the reported  amounts of assets and liabilities as of the
           date of the  statements  of  financial  condition  and  revenues  and
           expenses  for the  period  then  ended.  Actual  results  may  differ
           significantly from those estimates.

           The following summarize the more significant accounting and reporting
policies and practices of the Company:

           a)   Start-up   costs  Costs  of   start-up   activities,   including
           organization  costs,  are expensed as incurred,  in  accordance  with
           Statement of Position (SOP) 98-5.

           b) Net loss per share Basic is  computed by dividing  the net loss by
           the weighted average number of common shares  outstanding  during the
           period.

           c) Interim  financial  information  The financial  statements for the
           nine  months  ended  November  30,  2000 and 1999 are  unaudited  and
           include  all  adjustments  which in the  opinion  of  management  are
           necessary for fair presentation, and such adjustments are of a normal
           and  recurring  nature.  The  results  for the  nine  months  are not
           indicative of a full year results.

(2)        Stockholders' Equity The Company has authorized  50,000,000 shares of
           $0.0001 par value common stock and  10,000,000  shares of $0.0001 par
           value preferred  stock.  Rights and privileges of the preferred stock
           are to be determined by the Board of Directors prior to issuance. The
           Company  had  2,054,000  and 0 shares of common and  preferred  stock
           issued and  outstanding,  respectively,  at November  30,  2000.  The
           Company,  on May 20, 1998, issued 1,650,500  restricted shares to its
           Officers  and  Directors  for  the  value  of  services  rendered  in
           connection with the  organization  of the Company.  In May, 1998, the
           Company  issued 4,000 shares at $0.05 per share for $200 in cash.  In
           June 1998,  the Company issued 56,000 shares of common stock at $0.05
           per share for $2,800 in cash. In September  1998,  the Company issued
           343,500 shares at $0.05 per share for $17,175 in cash.

(3)        Income  Taxes  Deferred  income  taxes  (benefits)  are  provided for
           certain income and expenses which are recognized in different periods
           for  tax  and  financial  reporting  purposes.  The  Company  has net
           operating   loss  carry-   forwards   for  income  tax   purposes  of
           approximately $18,800, expiring $8,700, $3,500 and $6,600 at February
           28, 2019, 2020 and 2021.

           The amount recorded as deferred tax assets as of November 30, 2000 is
           $2,800,  which  represents  the  amount  of  tax  benefit of the loss
           carryforward.  The  Company  has  established  a  valuation allowance
           against  this  deferred  tax  asset, as the Company has no history of
           profitable operations.


                                       F-6

<PAGE>



                            Orange Productions, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(4)        Going Concern As shown in the accompanying financial statements,  the
           Company  incurred a net loss of $18,800  for the period  from May 20,
           1998  (Inception)  through  November  30,  2000.  The  ability of the
           Company to continue as a going concern is dependent  upon  commencing
           operations  and  obtaining  additional  capital  and  financing.  The
           financial  statements  do not  include any  adjustments that might be
           necessary  if the  Company  is unable to continue as a going concern.
           The Company  is  currently  seeking  financing  to allow  it to begin
           its planned operations.

(5) Related parties
           Counsel to the Company  indirectly owns 114,500 shares of the Company
           through  the 100%  sole  ownership  of the  common  stock of  another
           company that has invested in the Company.  Also, Counsel's adult son,
           Vice  President  and  Director of the Company,  directly  owns 49,500
           shares in the Company. The Company's President,  Secretary, Treasurer
           and Director directly owns a 78% interest in the Company,  consisting
           of 1,601,000 shares

           As of November 30, 2000,  the Company owed legal counsel for services
           performed  in the amount of $3,160.  These  amounts are  presented in
           Accrued expenses - related party.



                                       F-7

<PAGE>



Item 2. Management's Discussion and Analysis or Plan of Operation

General

           Since its  inception,  the Company  has  conducted  minimal  business
operations except for organizational and capital raising activities. The Company
has not realized  significant  revenues since its inception due to the fact that
it has  generally has been  inactive,  having  conducted no business  operations
except  organizational  and fund raising  activities  since its inception.  As a
result, from inception (May 20, 1998) through November 30, 2000, the Company had
interest income of $251.00 from a loan to a related party.  Cumulative operating
expenses as of November 30, 2000 were  $19,101.00.  Such operating  expenses are
primarily  made up of an initial start up cost  consisting of legal,  accounting
and administrative costs. The Company will create high quality images for a wide
variety  of   applications.   It  intends  to  specialize   however  in  medical
illustration.  The Company  expects that its artwork will be used in educational
textbooks, medical journals,  anatomical charts, patient education materials and
in the courtroom to clarify medical  evidence for a jury. It may also be used in
other settings such as advertisements.

           The  Company  intends  to retain  the  copyright  to the  artwork  it
creates, and to therefore reuse images in other projects.  This will potentially
save consumers the time and expense of regenerating images which the Company has
already been previously hired to create.  In fact, after time, the Company hopes
to accumulate a significant library of images previously created by the Company.
Upon doing so, the Company  plans to advertise  its existing  library of graphic
images in the hopes of attracting new clients to the Company.

           The Company also plans to provide such other services as: a) web page
design  including:   layout,   design  and  animation,   technical  and  product
illustration; b) image compositing and retouching; and c) photo manipulation for
special  effects,  particularly in advertising.  In addition,  the Company plans
graphic design, such as brochures, logo design and textbook layout.

           To produce the artwork,  the Company will generally  work  digitally,
using the most current  versions of Adobe Photoshop and  Illustrator,  and Quark
XPress.  These  software  programs  offer the  advantage  of not  having to scan
artwork for placement into a layout application.

           The Company will also work traditionally,  in pen and ink, watercolor
and colored pencil.

           If  the  Company  is  unable  to  generate  sufficient  revenue  from
operations to implement its expansion plans,  management  intends to explore all
available  alternatives  for debt and/or  equity  financing,  including  but not
limited to private and public securities  offerings.  The Company has set a goal
of $500,000 in business  revenues in the next twelve (12) months to satisfy cash
requirements and to justify expansion plans.

           The Company will, at least initially,  be dependent upon Mr. Peroulas
to  develop  the client  base with whom to arrange  funding.  Mr.  Peroulas  has
extensive  experience  in the  business and has managed his own business for the
last two (2) years.  While Mr. Peroulas has been  successful in the past,  there
can be no  assurance  that he will be  successful  in  building  the client base
necessary for the successful operation of the Company.


<PAGE>




Plan of Operation

           If  the  Company  is  unable  to  generate  sufficient  revenue  from
operations to implement its expansion plans,  management  intends to explore all
available  alternatives  for debt and/or  equity  financing,  including  but not
limited to private and public securities offerings.

           The  Company  filed  a  Form S-3  Registration   Statement   publicly
registering  2,000,000  shares of of Common Stock pursuant to Rule 415 under the
Securities Act of 1933 on November 1, 2000. The Form S -3 Registration Statement
was filed with the SEC in  accordance  with the '33 Act and became  effective on
November  20,  2000.  The  proceeds of the  offering  are expected to be used to
continue  business  operations  and  expand  the  scope  of  the  business  with
particular emphasis on enhancing the Company's credit lines.

            Mr.  Peroulas,  at least initially,  will be solely  responsible for
developing  OPI's  business.  However,  at such  time,  if ever,  as  sufficient
operating  capital becomes  available,  management  expects to employ additional
staffing  and  marketing  personnel.   In  addition,   the  Company  expects  to
continuously  engage in market  research in order to monitor new market  trends,
seasonality  factors and other  critical  information  deemed  relevant to OPI's
business.

           In addition, at  least initially, the Company intends to  operate out
of the home of Mr. Peroulas.  Mr. Peroulas will begin by finding clients for the
Company. In the event the Company requires additional capital during this phase,
Mr.  Peroulas has committed to fund the operation  until such time as additional
capital is available.

           For the period from May 20,  1998  through  November  30,  2000,  the
Company had a cumulative loss from operations aggregating $19,101.00.

Financial Condition, Capital Resources and Liquidity

           At November 30, 2000, the Company had assets  totaling  $5,650.00 and
liabilities of $4,160.00  attributable to accrued  expenses.  During May, June &
September,  1998,  the Company issued and sold an aggregate of 403,500 shares of
Common Stock to Georgia and Florida  residents for cash  consideration  totaling
$20,175. No underwriter was employed in connection with the offering and sale of
the shares.  The Company  claimed the exemption from  registration in connection
with each of the offerings  provided  under Section 3(b) of the Act and Rule 504
of Regulation D promulgated  thereunder,  Section 10-5-9(13) of the Georgia Code
and Section 517.061(11) of the Florida Code.

           The Company has been seeking  debt or equity  financing in the amount
of  $1,000,000.  In October 2000,  the Company  executed a Loan  Agreement  with
Capital  Consultants,  Inc.  ("Capital "), as Lender,  whereby Capital agreed to
make loans to the Company of up to $1,000,000 in installments  during the period
commencing  with the effective date of the Form S-3  registration  statement and
ending on December 31, 2003 (the "Capital Loan Commitment").  Under the terms of
the Capital Loan Commitment, each installment is supported by a convertible note
and security agreement.  Further,  2,000,000 shares are to be held by Capital in
escrow for the potential  conversion of the notes.  The Company  granted Capital
registration  rights and was obligated to file a Form S-3 within sixty (60) days
of the agreement covering initially 2,000,000 shares of its Common Stock.


<PAGE>


The S-3  registration  statement  became  effective on November  20,  2000.  The
issuance of the  securities  was made  pursuant to  Regulation D of the Act. The
Capital Loan Commitment,  once interest payments begin to accrue,  will increase
both  the  short  or long  term  debt of the  Company.  With  the  Capital  Loan
Commitment it will incur future interest expenses.  The Capital Loan Commitment,
if fully converted, will dilute the interest of existing shareholders and in the
event  additional  equity is raised,  management  may be  required to dilute the
interest of existing  shareholders  further or forgo a  substantial  interest in
revenues,  if any.  In the event that the  Company  is  successful  in  securing
additional  debt  financing,  the amount of such  financing,  depending upon its
terms, would increase either the short or long term debt of the Company or both.

           The  ability  of the  Company  to  continue  as a  going  concern  is
dependent upon the  availability of obtaining  additional  capital and financing
from such third parties.

Net Operating Losses

           The Company  has net  operating  loss  carryforwards  of  $18,800.00,
expiring  $8,700,  $3,500 and $6,600 at February 28, 2019, 2020 and 2021.  Until
the  Company's  current  operations  begin to  produce  earnings,  it is unclear
whether the Company can utilize such carryforwards.

Year 2000 Compliance

           The Company's  information  technology  for Year 2000 is currently in
full compliance.  The Company does not anticipate any material disruption in its
operations  as a result  of any  failure  by the  Company's  suppliers  to be in
compliance.

Forward-Looking Statements

           This Form 10-QSB  includes  "forward-looking  statements"  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition  candidates,  expansion and growth of the
Company's  business and operations,  and other such matters are  forward-looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-QSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.




<PAGE>



PART II

Item 1. Legal Proceedings.

           The Company knows of no legal  proceedings  to which it is a party or
to which any of its  property is the subject  which are pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2. Changes in Securities and Use of Proceeds

           The  Company  filed  a  Form S-3  Registration   Statement   publicly
registering  2,000,000  shares of of Common Stock pursuant to Rule 415 under the
Securities Act of 1933 on November 1, 2000. The Form S -3 Registration Statement
was filed with the SEC in  accordance  with the '33 Act and became  effective on
November  20,  2000.  The  proceeds of the  offering  are expected to be used to
continue  business  operations  and  expand  the  scope  of  the  business  with
particular emphasis on enhancing the Company's credit lines.

           The Company has been seeking  debt or equity  financing in the amount
of  $1,000,000.  In October 2000,  the Company  executed a Loan  Agreement  with
Capital  Consultants,  Inc.  ("Capital "), as Lender,  whereby Capital agreed to
make loans to the Company of up to $1,000,000 in installments  during the period
commencing  with the effective date of the Form S-3  registration  statement and
ending on December 31, 2003 (the "Capital Loan Commitment").  Under the terms of
the Capital Loan Commitment, each installment is supported by a convertible note
and security agreement.  Further,  2,000,000 shares are to be held by Capital in
escrow for the potential  conversion of the notes.  The Company  granted Capital
registration  rights and was obligated to file a Form S-3 within sixty (60) days
of the agreement  covering  initially  2,000,000 shares of its Common Stock. The
issuance of the  securities  was made  pursuant to  Regulation D of the Act. The
Capital Loan Commitment,  once interest payments begin to accrue,  will increase
both  the  short  or long  term  debt of the  Company.  With  the  Capital  Loan
Commitment it will incur future interest expenses.  The Capital Loan Commitment,
if fully converted, will dilute the interest of existing shareholders and in the
event  additional  equity is raised,  management  may be  required to dilute the
interest of existing  shareholders  further or forgo a  substantial  interest in
revenues,  if any.  In the event that the  Company  is  successful  in  securing
additional  debt  financing,  the amount of such  financing,  depending upon its
terms, would increase either the short or long term debt of the Company or both.

Item 3. Defaults in Senior Securities

           None

Item 4. Submission of Matters to a Vote of Security Holders.

           No matter was submitted  during the quarter ending November 30, 2000,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5. Other Information

           None



<PAGE>



Item 6.              Exhibits and Reports on Form 8-K

     (a)   The exhibits  required to be filed herewith by Item 601 of Regulation
           S-B,  as  described  in  the   following   index  of  exhibits,   are
           incorporated herein by reference, as follows:

Exhibit No.  Description
-----------  ----------------------------------------------------
3(i).1       Articles of Incorporation of OPI effective May 20, 1998(1)

3(ii).1      Bylaws of OPI(1)

----------------

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.




     (b) No Reports on Form 8-K were filed during the quarter ended November 30,
2000.




<PAGE>



                                   SIGNATURES
                                   ----------

           In  accordance  with  Section 13 or 15(d) of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                            ORANGE PRODUCTIONS, INC..
                                  (Registrant)

Date: January 15, 2000        By: /s/ Sam Peroulas
                              --------------------------------------
                              Sam Peroulas, President, Secretary,
                              Chief Executive Officer & Director

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

   Date                     Signature                            Title
   ----                     ---------                            -----

January 15, 2000        By: /s/ Sam Peroulas
                         ---------------------------
                           Sam Peroulas                    President, Secretary,
                                                           Chief Executive
                                                           Officer & Director